0000932440-06-000473 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 6th, 2006 • Access Integrated Technologies Inc • Services-business services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2006, by and among Access Integrated Technologies, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 6th, 2006 • Access Integrated Technologies Inc • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 5, 2006, among Access Integrated Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • October 6th, 2006 • Access Integrated Technologies Inc • Services-business services, nec • New York

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”) by and among the Company, the several purchasers from time to time party thereto (the “Purchasers”), the Company has agreed to issue senior notes in the aggregate principal amount of $22,000,000 (the “Notes”) upon the terms and subject to the conditions set forth therein;

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